Article 1. Name.
Under the name SOCIEDAD PARA EL ESTUDIO MULTIDISCIPLINAR Y FUNDAMENTAL (SOCIETY FOR MULTIDISCIPLINARY AND FUNDAMENTAL RESEARCH) an association is constituted under the protection of the Organic Law 1/2002, of March 22, 2002, regulating the Right of Association, and complementary rules, with legal personality and full capacity to act, without profit motive. In all matters not provided for in these Bylaws, the aforementioned Organic Law 1/2002, of March 22, and the complementary provisions of development shall apply.
Article 2. Duration.
This Association is constituted for an indefinite period of time.
Article 3. Principles.
The principles of the Association are: Deep Analysis. Take a first-principles approach to research, emphasizing exploration and fundamental concepts over mere factual accounts. Holistic Integration. Address common themes across multiple areas of human intellectual activity by means of contextualization, application, and disciplinary convergence. Intellectual Honesty. Set out clear scientific, analytical, or exploratory goals. Strive for conceptual clarity and critical revision of ideas, independent of extraneous factors such as personal motivation and agendas. Effective Communication. Ensure all acts of communication are efficiently mediated, appropriately conveying the depth and detail of information, and truthfully representing data. Equanimity. Maintain a rational mindset to foster dispassionate and respectful debate, even when discussing sensitive topics. Epistemological Transparency. Openly address data-gathering methodologies, sources of information, interpretative and theoretical frameworks, and possible cognitive biases. Inclusivity. Welcome people sharing our values from a wide variety of backgrounds, regardless of status or identity of any kind.
Article 4. Objectives.
The purposes of the Association are: 1. Celebrate, foster and communicate scientific thinking, rationality and systematic analysis in accordance with our principles. 2. Reflect critically on the nature of knowledge, making distinctions between disciplines based on criteria such as depth, breadth, universality, reductive-emergent power, etc. 3. Adopt a transdisciplinary approach to identify deep issues in the intellectual landscape and develop a map that maps the current frontiers of human knowledge. 4. Bridge traditionally distant disciplines by blurring conventional divides such as the gap between the sciences and the humanities or the distinction between technology and art. 5. Create a pluralistic and diverse community of scientists, creators, academics, students and enthusiasts whose interests and motivations align with what SEMF sets out to do.
Article 5. Activity.
In order to achieve these objectives, the following activities will be carried out: 1. Ideate and organize research conferences, seminars and colloquia in accordance with our principles. 2. Ideate and organize talks and courses accessible to general educated audiences in accordance with our principles. 3. Provide a welcoming platform where scientists, creators, academics, students and enthusiasts from multiple disciplines can come together to discuss transdisciplinary topics of common interest. 4. Maintain a network of contacts with established institutions dedicated to specialized fields of research and act as intermediary between them when necessary. 5. Generate dynamic environments that foster the creative exploration of ideas and the organic growth of research projects and collaborations.
Article 6. Functions.
The General Assembly shall agree on a series of concrete tasks and projects in order to execute and materialize the activities listed above. The internal operation of the Association will be managed through the definition of Functions, each of which consists of a concrete task with clear practical purposes together with an estimated workload. Functions can be of two types: 1. Continuous. Tasks required for routine or long-term developmental activities of the Association, e.g., web maintenance, fund raising, research, etc. The workload for Continuous Functions shall be given in units of hours worked per month or other calendar equivalent. 2. Finite. Tasks aimed at a specific result or purpose, e.g.: writing a report, designing graphics, organizing a conference or seminar, attending events or training, etc. The workload of Finite Functions will be given in units of working hours.
Article 7. Physical address
The Association establishes its registered office at Avda. Pintor Xavier Soler, nº 4, Torre A, Piso 9º, Puerta M, Alacant, Alicante CP 03015, and the geographical scope in which it intends to develop its activities will be universal. In particular, the Association will act both at international level, as well as in European territory or in the national territory related to its domicile, that is, the Spanish state.
Article 8. Digital Headquarters.
Given the delocalized and international nature of the Association, beyond its nationality and location of headquarters, the internal administration of operations and most of its activities will be carried out on digital platforms connected through internet or analog communication system. The Association's Digital Headquarters is composed of the following parts: 1. A web domain, www.semf.org.es, where all public information about the Association is available, including these Bylaws and the names of the members. 2. The Association's Archive, implemented in a server or repository containing all official documentation and records of the Association. 3. An Official Digital Platform, where members can communicate and where the democratic processes of the Association can be implemented. 4. A range of digital services, including e-mail, accounting programs, document processors or other pieces of software that facilitate the Association's business. In addition to precautionary backup copies of all Association documentation and records, the President and Secretary must maintain an additional copy on their personal digital media, all in line with the European Data Protection Regulation (2016/679 of the European Parliament and of the Council of 27 April 2016) and the Organic Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights.
Article 9. Voting systems.
The Association has several voting systems. The following are the default systems: Type 1 - Binary Vote. Proposers present a decision to be made between two options #YES/#NO. Voters cast their votes. The decision is approved if a two-thirds majority (⅔) is reached for yes. Indicated for votes of high importance. Type 2 - Weighted Vote. Proponents present a decision to be made among a number of options. Voters cast their votes in the form of an ordered list of preference among the available options, with each position in the list corresponding to the default descending weights: ½, ⅓, ¼, etc. The options will be ordered according to the total additive value of the weights given by the voters. The option with the highest additive weight will be approved. In the event of a tie between options with the highest additive weight, the options with the lowest additive weight are removed from the list of options and voting is repeated until a single option with the highest additive weight is found. In the unlikely event that all options receive the same additive weight at some step in the process, the proposers must redefine the voting options. Indicated for ordinary assembly voting. Type 3 - Unlimited Preference Voting. Proposers present a decision to be made from a number of options. Voters cast their votes by mentioning any number of the options presented. The option with the highest number of mentions is approved. In the event of a tie for the highest number of mentions, the proponents choose which of the options is approved from among the tied options. Indicated for votes of little importance or consultations outside the assembly system. Votes are secret by default. Only in justified cases and with express mention of this before the vote is taken shall the vote be public. Voting may take place at various times, typically, but not exclusively, during the General Assembly. The requirements for a vote to be valid are that the process be recorded by adequate means to verify the validity of the vote and to be able to review the counting process and that, in addition, it be accessible to all members or, in the case of a face-to-face meeting, that the process be recorded in the Association's Digital Headquarters. In any case, the type of vote and the voting parameters must be previously approved by the Board of Directors. Members who are unable to attend an in-person meeting where voting is to take place may delegate their vote to another member to represent them at the meeting by written authorization to that effect. A member may not represent more than three other members at the same meeting.
Article 10. Nature and composition.
The General Assembly is the supreme governing body of the Association. The General Assembly shall consist of all members.
Article 11. Meetings.
The meetings of the General Assembly shall be ordinary and extraordinary. The ordinary shall be held once a year within the four months prior to the close of the fiscal year; extraordinary meetings shall be held when circumstances so advise, in the judgment of the President, when the Board of Directors so agrees or when proposed in writing by one-fifth (⅕) of the associates.
Article 12. Logistics of the call.
The calls for the General Assemblies shall be made in writing, both on the Official Digital Platform of the Association and by e-mail, stating the place, day and time of the meeting, as well as the agenda with a specific expression of the matters to be dealt with. At least fifteen days must elapse between the call and the day set for the holding of the Assembly on first call, and the date and time of the Assembly on second call may also be stated, if applicable, but not less than one day between the two.
Article 13. Adoption of agreements.
The General Meetings, both ordinary and extraordinary, shall be validly constituted at first call when one third (⅓) of the members are present, and at second call when at least one member is present who does not belong to the Board of Directors and who does not hold a Portfolio. Voting types 1, 2 and 3 may be used during the General Assembly. Although votes will usually be proposed by the Board of Directors, if the agenda requires it or if there is a spontaneous suggestion, any member may propose a vote. In any case, the Board of Directors must approve the type of vote and the parameters of the vote. The following decisions can only be approved using voting type 1, therefore, they can only be effected in case a two-thirds majority (⅔) of the members present at the General Assembly is obtained: 1. Dissolution of the entity. 2. Modification of Bylaws, including change of registered office. 3. Disposal of fixed assets.
Article 14. Powers.
The powers of the General Assembly: 1. Approve the management of the Board of Directors. 2. Approve Functions and Portfolios. 3. Define labor contracts. 4. Examine and approve the annual accounts. 5. To elect the members of the Board of Directors, Alternates and Reviewers. 6. To amend the Bylaws, including the change of the Company's physical address. 7. Dispose or dispose of the assets. 8. Approve the dissolution of the Association. 9. Any other competence not attributed to another corporate body. In turn, all members may propose to the Assembly, in writing and before the Secretary of the Association, those matters that they consider may favor the solution of the problems of the Association, being indispensable that these be in the possession of the table of the Assembly at least one day before the day indicated for its celebration.
Article 15. Electoral Process.
One month prior to the annual meeting of the Ordinary General Assembly, the Board of Directors shall call for elections and begin the Electoral Process. It shall proceed as follows: 1. The Board of Directors establishes the exact composition of the future Board of Directors by determining the number of Vice Presidents and the exact number of Auditors. 2. During the first 15 days of the process, any member may decide to run for membership on the future Board of Directors as President Candidate, Secretary Candidate, Treasurer Candidate or Vice President Candidate. Any member may also choose to run as a Reviewer Candidate. Each member may submit as many different nominations as he/she wishes. Throughout the process, the slate of candidates shall be visible to all members. 3. On the 15th day of the process, the non-deficit lists, that is, those with at least as many Candidates as the number of seats required in the corresponding position, including in these the seats for substitutes in the case of the positions of the future Board of Directors, are closed. If there are open lists, during the remaining days of the process each member may nominate other members to them, being able to nominate a maximum of one member per list. 4. One day prior to the convening of the Annual General Meeting, the non-deficit lists shall be closed. If any deficit list remains, the Board of Directors shall nominate as many members as necessary to cover the deficit. 5. At the Assembly: the lists are announced. 6. In Assembly: the future Board of Directors is elected. For this purpose, a type 2 ballot is proposed to elect a Presidential Candidate as President. When the ballot is resolved, the elected Candidate is removed from all the lists on which he/she appears. The process is repeated, in the following order and with the corresponding lists, to elect the Secretary, the Treasurer and the Vice Presidents, in this last case taking as many type 2 ballots as the number of Vice Presidents required in the future Board of Directors, and eliminating the elected Candidate from all the lists immediately after each ballot. 7. In assembly: the Substitutes for the members of the Board of Directors are elected. For this purpose, the process used for electing the members of the Board of Directors is the same as that used for electing the members of the Board of Directors. 8. At a meeting: the Statutory Auditors are elected. For this purpose, the process used to elect the members of the Board of Directors and their Substitutes is analogous to the one used to elect the members of the Board of Directors and their Substitutes. 9. At the Assembly: the future Board of Directors, Substitutes and Reviewers are approved. 10. Transfer: as soon as possible after the Ordinary General Assembly meeting, the elected Board of Directors meets with the former Board of Directors for the transfer of the Management Functions. 11. Commencement of Term of Office: Immediately following the Handover meeting, the elected Board of Directors assumes the Board of Directors' duties and notifies all members of the commencement of their term of office.
Article 16. Default agenda.
The Ordinary General Assembly shall complete the following tasks: 1. Reviewers' Report. 2. Treasurer's Report. 3. Approve Functions. 4. Approve the Value of the Work Hour. 5. Approve Portfolios. 6. Approve labor contracts. 7. Approve the annual accounts. 8. Approve the Board of Directors, Alternates and elected Auditors.
Article 17. Composition.
The Association shall be managed and represented by a Board of Directors consisting of a President, a Secretary, a Treasurer and several Vice Presidents. The same member may not hold several positions on the Board of Directors at the same time. The Board of Directors shall be elected, removed, dissolved and reviewed by the General Assembly. Any member may become a member of the Board of Directors through the Electoral Process at the General Assembly. The members of the Board of Directors shall be elected and relieved by the General Assembly, which shall also elect the distribution of positions. The term of office of the Board of Directors shall be one year, and its members may be re-elected at the end of their term of office. They may resign for the following reasons: 1. Voluntary resignation communicated in writing to its representative body. 2. For failure to comply with the obligations entrusted to them. 3. By expiration of the term of office.
Article 18. Communication and meetings.
The Board of Directors shall meet as often as determined by its President and at the initiative or request of any of its members. It shall be constituted when all its members are present. The Board of Directors shall communicate on the permanent Official Digital Platform within the Association's Digital Headquarters. Decisions within the Board of Directors must be made unanimously. When the Board of Directors deems it appropriate due to the nature of the matter to be dealt with at the meeting, External Advisors or other professionals or specialists may be invited to take part in the deliberations of the meeting in order to clarify specific matters appearing on the agenda. Minutes of the sessions shall be taken by the Secretary, with the approval of the President, and shall be recorded in the Association's archives.
Article 19. Directive powers.
The powers of the Board of Directors shall extend, in general, to all acts pertaining to the purposes of the Association, provided that they do not require, according to these Bylaws, the express authorization of the General Assembly. These are particular powers of the Board of Directors: 1. To direct the social activities and to carry out the economic and administrative management of the Association, agreeing to carry out the appropriate contracts and acts. 2. Execute the resolutions of the General Assembly. 3. To formulate and submit to the approval of the General Assembly the balance sheets and annual accounts. 4. To decide on the admission of new members and external advisors. 5. Manage functions for specific activities of the Association. 6. Any other authority that does not fall within the exclusive competence of the General Assembly of members.
Article 20. Directorial Functions
The General Assembly shall approve the definition of specific Functions of the activity of the Board of Directors. Functions of this nature, which articulate the administrative duties of the members of the Board of Directors in accordance with these Bylaws, are called Managerial Functions. When a member becomes a member of the Board of Directors through the Electoral Process at the General Assembly or as a result of an extraordinary dissolution, he/she assumes the Directorial Functions corresponding to his/her position. The Management Functions may be included in the definition of a Portfolio. Although membership on the Board of Directors does not carry remuneration, a member of the Board of Directors may assume an employment contract with the Association. To ensure the proper functioning of the Association, members of the Board of Directors shall prioritize the performance of their managerial duties in accordance with these Bylaws over the specifics of the Managerial Functions that may fall to them. In particular, members of the Board of Directors must be prepared to volunteer hours beyond the workload of their Directorships in order to respond to unforeseen, urgent or otherwise exceptional situations.
Article 21. President.
The President shall have the following powers: 1. To legally represent the Association before all kinds of public or private organizations. 2. To call, preside and adjourn the sessions held by the General Assembly and the Board of Directors, as well as to direct the deliberations of both. 3. Order payments and authorize with his signature documents, minutes and correspondence. 4. To adopt any urgent measure that the good running of the Association may require or that may be necessary or convenient in the development of its activities, without prejudice to subsequently reporting to the Board of Directors. 5. Maintain, on their personal digital media, an additional copy of the Association's Archive.
Article 22. Vice-president.
The Vice Presidents shall support the President in his/her role and shall have the same attributions. In the absence of the President, a Vice-President shall assume the legal representation of the Association.
Article 23. Secretary.
The Secretary shall have the following duties: 1. To be in charge of directing the purely administrative work of the Association. 2. Issue certifications. 3. Maintain a record of minutes and recordings of all meetings of the Association. 4. To keep the legally established books of the Association and the membership file. 5. To maintain the Association's Digital Headquarters and Archive and to keep custody of the entity's documentation, ensuring that communications regarding the appointment of Boards of Directors and other corporate agreements that may be registered with the corresponding Registries are sent, as well as the fulfillment of the documentary obligations in the terms that legally correspond. 6. Maintain, on their personal digital media, an additional copy of the Association's Archive. The Secretary may designate other members as delegates to assist with administrative tasks such as moderation or registration.
Article 24. Treasurer.
The Treasurer shall collect and have custody of the funds belonging to the Association and shall carry out the payment orders issued by the President. The Treasurer shall be the only member who shall have access to the Association's bank accounts.
Article 25. Substitutes.
Substitutes shall assume the duties of a member of the Board of Directors in the event that the member is unable or unwilling to perform the duties of the office for any reason whatsoever. A member who is not a member of the Board of Directors may be elected as a Substitute through the Election Process at the General Assembly. There shall be as many Alternates as there are members of the Board of Directors.
Article 26. Cancellation and cancellation regime
Members may resign by voluntary resignation communicated to the Board of Directors in writing on the Official Digital Platform. Failure to comply with the obligations entrusted to the members of the Board of Directors may result in their dismissal from the Board of Directors by the rest of its members. In either case, an Extraordinary General Assembly shall be called immediately to fill the vacancy of a member of the Board of Directors. Until the General Assembly makes its final decision, vacancies arising for these reasons shall be provisionally filled by Substitutes.
Article 27. Extraordinary dissolution
In the circumstance that a petition for an Extraordinary General Assembly is ignored by the Board of Directors, the petitioning group of members shall make a second petition in writing and with their individual signatures at least fifteen days after the first petition. Unless an Extraordinary General Assembly is called during the fifteen days following the second petition, the Board of Directors shall be automatically dissolved and the petitioning members shall be responsible for holding a General Assembly at which a new Board of Directors shall be elected and the expulsion of the members of the previous Board of Directors shall be considered.
Article 28. Requirements.
Membership in the Association shall be open to those persons with the capacity to act who have an interest in the development of the Association's objectives.
Article 29. Admission.
Any person may apply for admission to the Association through the following procedure: 1. Contact an existing partner to act as a first guarantor. 2. Write a letter explaining your reasons for joining the Association. 3. The first guarantor finds a partner who has had no prior relationship with the applicant to act as a second guarantor. 4. Endorsers review the application, possibly by communicating with the applicant, and decide to submit it to the Board of Directors for admission. 5. The Board of Directors calls for a type 1 vote for admission, giving a period of fifteen days for members to cast their vote. 6. If at least two-thirds of the total membership of the Association casts a vote, the result of the vote is enforced and, if positive, the applicant becomes a new member. 7. If the members casting a vote represent less than two-thirds of the total membership of the Association, the decision is left to the Board of Directors.
Article 30. Withdrawal.
Members shall terminate their membership for any of the following reasons: 1. By the voluntary withdrawal of the interested party, without prejudice to the right of the association to claim, if applicable, the obligations contracted by the outgoing member. In order to cancel the membership, it shall be sufficient to submit to the governing body a simple written document through the Official Digital Platform, in which the member unequivocally states his or her desire to leave the association. The effects shall be automatic from the moment of its presentation, without prejudice to the aforementioned. 2. By expulsion. The Board of Directors, after observing the repeated breach of the duties of a member or its lack of alignment with the principles of the Association, shall communicate the intention of expulsion. After a period of 15 days, the General Assembly shall adopt the resolution of expulsion by a simple majority of those present and represented, making the expulsion effective. 3. By death of the member. 4. For disqualification or suspension declared in a final judgment issued by the criminal jurisdiction.
Article 31. Rights.
Members shall have the following rights: 1. To enjoy all the advantages and benefits that the Association may obtain. 2. To participate in the Assemblies with voice and vote. 3. To be electors and eligible to be members of the Board of Directors, Substitutes or Auditors. 4. To receive information on the resolutions adopted by the Association's bodies. 5. To make suggestions to the members of the Board of Directors in order to better fulfill the purposes of the Association. 6. Propose consultation votes. 7. To call extraordinary meetings, if supported by one-fifth (⅕) of the total number of members.
Article 32. Duties.
Members shall have the following obligations: 1. Comply with these Bylaws and the valid resolutions of the Assemblies and the Board of Directors. 2. To attend the Assemblies. 3. Respect the free expression of opinions and opinions of the rest of the members, as well as respect the members and directors of the Association and the democratic rules of operation of the Association. 4. Visit the Association's Official Digital Platform on a regular basis and participate in the democratic processes. 5. To perform, as the case may be, the duties inherent to the position they hold, including service as members of the Board of Directors and the execution of Functions. Failure to comply with these obligations may be grounds, at the discretion of the Board of Directors, for expulsion of members.
Article 33. Portfolios.
Portfolios are packages of functions that can be performed by a single member within a given time frame. The creation of Portfolios can only be approved at the General Assembly. Generally, Portfolios will remain unchanged during the course of the fiscal year, but, in exceptional circumstances, Portfolios may be created or discarded by convening an Extraordinary General Meeting. Each partner may take on a single Portfolio, which will carry a workload specified in a combination of work hour units per month, corresponding to Continuous Functions, and work hour units, corresponding to Finite Functions. The portfolios shall constitute the basis for the definition of labor contracts that members may assume for the performance of their duties. Holding a Portfolio is compatible with membership on the Board of Directors.
Article 34. Board of External Advisors.
The Board of External Advisors is a group of individuals who support the objectives and values of the Association and who have significant expertise in relevant professional areas, but who do not wish to actively join the Association. The members of the External Advisory Board will act as consultants to the membership and advise on the proper functioning of the Association. A Board of External Advisors shall be established at the founding of the Association. Any person may become an External Advisor by the following procedure: 1. At least two members elect a nominee External Advisor and act as endorsers. 2. Endorsements examine the candidate's profile. 3. Endorsements decide to present the candidate for admission to the Board of Directors. 4. The Board of Directors calls for a Type 1 vote for admission and a period of fifteen days is given for members to cast their vote. 5. If at least two-thirds of the total membership of the Association casts a vote, the result of the vote is enforced and, if positive, the candidate is contacted and invited to join the Board of External Advisors. 6. If the members casting a vote represent less than two-thirds of the total membership of the Association, the decision is left to the Board of Directors. The termination of a member of the Board of External Advisors may occur due to personal resignation or by suggestion of termination by at least two members following the analogous procedure above.
Article 35. Duration of exercise.
The associative and financial year shall be annual and shall close on October 1 of each year.
Article 36. Budget.
Two months before the end of the fiscal year (August 1) (October 1), a deliberative process will begin to take action on the best use of the association's financial resources. The deliberative process culminates in the approval of the annual budget at the General Assembly.
Article 37. Initial equity.
The initial net worth of the Association is 0 euros. The following digital assets are donated to the Association by the founding members: 1. Web domain www.semf.org.es. 2. Discord server. 3. Accounts on digital platforms: Google, Hostinger, Canva, Twitter, Gather, Instagram, Facebook, LinkedIn.
Article 38. Financial resources.
The economic resources foreseen for the development of the purposes and activities of the Association shall be as follows: 1. Institutional funds. 2. Donations. 3. Subsidies, legacies or inheritances that it may legally receive from members or third parties. 4. Any other lawful remedy. There shall be no membership dues for members.
Article 39. Expense.
The available economic resources may be used for the following purposes: 1. Payments derived from the costs of the routine operation of the Association, e.g. web maintenance, administrative and legal fees, invoices for digital services, etc. 2. Payments or subsidies derived from the costs of organizing events and activities, e.g.: travel costs, contracts with venues, advertising campaigns, etc. 3. Wage payments under labor contracts. 4. Any other lawful expenditure in accordance with these Bylaws.
Article 40. Work Hour Value.
In order to establish the salary of the labor contracts that the members may assume, the General Assembly decides the monetary value of the members' working hour for each fiscal year at the General Assembly. The Value of the Working Hour shall be given in units of euros per hour €/hr. The Value of the Working Hour shall be kept within a reasonable range of the typical value of the working hour in jobs of similar responsibility in the academic and research sector of the economies where the Association carries out its activity.
Article 41. Transparency.
All financial activity of the Association, including payments and donations, shall be made public, preserving the right to anonymity of the donors.
Article 42. Reviewers.
An auditor certifies the correct functioning of the treasury, and his/her report is required at the General Assembly for the approval of the mandate of the Board of Directors and, in particular, of the Treasurer's term of office.
Article 43. Dissolution.
The Association shall be dissolved voluntarily when so resolved by the Extraordinary General Assembly, convened for that purpose, in accordance with the provisions of Article 15, Adoption of resolutions, of these Bylaws. Likewise, the causes for dissolution of the Association shall also be those determined by art. 39 of the Civil Code, regarding the extinction of the legal personality, or the sentence of dissolution by a final court decision.
Article 44. Liquidation and use of the remainder.
In the event of dissolution, a liquidation committee shall be appointed. Once the debts have been extinguished, the liquid surplus, if any, shall be used for purposes that do not detract from the non-profit nature of the Association.